EPE Capital Partners Ltd (EPE.JO) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, and welcome to the Ethos Capital FY '25 Results Webcast. [Operator Instructions] Please note that this event is being recorded. I will now hand you over to Anthonie de Beer. Please go ahead.

Good morning, everyone, and thank you so much for joining this morning. Today, we present the results for Ethos Capital for the year to 30 June 2025. The past year has been defined by stronger delivery against our stated objectives with outcomes across our listed and unlisted portfolio. The combination of disciplined portfolio management and successful realizations actually over the last couple of years and the return of capital to investors through unbundling and share buybacks translated into material value creation. Our strategy has been consistent and deliberate, and our teams are focused on driving NAV growth, realizing investments in an orderly manner, making no further capital commitments to underlying funds, balance sheet optimization and active return of capital to investors. We believe these outstanding results today is a function of the strategic choices made by the Board, the tremendous execution efforts by my colleagues at Ethos and the hard work by the underlying portfolio company management teams to deliver the results. I want to thank them all for their efforts. Moving over to some highlights and some observations. Let me start with some key highlights on this slide. NAV per share is up from ZAR 6.58 to ZAR 8.57, a 30% increase. You'll hear me refer to it a couple of times today, but to assess the performance of this vehicle on a like-for-like basis, you do need to take into account what happen to Brait this year. Ethos Capital owned Brait shares and investment in Brait shares over the last couple of years, and the Board decided early in Q1 to unbundle those shares to investors. Since then, Brait had an outstanding recovery in its share price as a result of significant value-accretive restructures of that business. On a like-for-like basis and assuming that the Brait -- and as a Brait shareholder you followed your rights, which most of the investors did, the NAV growth for Ethos Capital's shareholders was 61%. The Ethos Capital share price responded and increased 77% to ZAR 6.65 with the discount to NAV pleasingly narrowing to 22%. The unlisted portfolio delivered. Optasia, the largest exposure, fueled the growth in EBITDA, which we saw a 40% for the year. Ethos Capital received around ZAR 606 million of net proceeds from realizations plus we use those proceeds to deleverage the balance sheet of Ethos Capital and also unbundle those Brait ordinary shares around ZAR 121 million worth of ordinary shares. So the capital return, share buybacks and unbundling of shares really fueled and supported the response to the share price, but also drove the NAV. We are also pleased to report that the Board concluded and approved unbundling of the Brait exchangeable bonds, which were valued at ZAR 176 million at 30 June 2025. This unbundling will be given effect to in the coming quarter and is subject to approvals, regulatory approvals, including JSE. So another ZAR 176 million will be unbundled subject to that in the coming quarter. Moving over to the performance update. The investment adviser participates in 3-year performance incentive. For the current 3-year measurement period to 30 June 2025, the portfolio exceeded its growth hurdles with ZAR 156 million payable in performance participation. This was settled for -- through ZAR 7.5 million release of ordinary shares and ZAR 94 million of dividends payable on the B ordinary shares. No performance participation was payable in the 2019 and the 2022, 3-year cycles. We elaborate on that a bit more in the coming slides. I further draw investors' attention to the TRG Ethos transaction in the SENS announcement. TRG and Ethos concluded a deal in 2023, whereby TRG acquired the African operations of Ethos. Market dynamics have changed. And over the past 2 years, capital allocated to African private markets have exhibited a strong preference for niche specialized firms with independent and localized corporate infrastructure. As a result, Ethos and TRG decided that the team would be better positioned as an independent business, and the parties in Africa have agreed to acquire the TRG SA, an African business and reestablished that under the Ethos brand. This transaction remains subject to closing conditions and is expected to close early in October. Moving over to the Ethos Capital journey. You can see on this slide, and we've highlighted this before, there's no further commitments that will be made to underlying funds. There are no further fund investments, largely no further fund investments made. And we're very much into the asset growth stage, realization and distribution of capital to investors. Over the past year, we've seen ZAR 739 million of portfolio growth. We've realized around ZAR 606 million, and we've repaid ZAR 440 million worth of debt. We almost returned ZAR 150 million this year through unbundling of the Brait shares and the share buybacks. The execution is feeding directly into NAV uplift, which brings us to some of the numbers behind us. We can see Ethos Capital had an exceptional year of growth with only really Gammatek moving backwards a bit in value and some of the other small investments. In June 2024, the investment portfolio stood at ZAR 2.196 billion, and over the year, increased in value by ZAR 739 million with repayments of ZAR 42 million and realizations of ZAR 606 million. I think we're particularly pleased with the realizations and the dividends, which we received out of the underlying companies and really came from a number of different businesses. Optasia's ZAR 170 million will be sold, the minority stake, in December 2024, which was concluded in March. Dividends from Vertice, the disposal, repayment and some coupons from the Brait exchangeable bonds. We settled Fund VII debt that was outstanding of ZAR 84 million, received dividends out of Gamma and disposals of Adumo and Synerlytic, all drove the positive ZAR 606 million of realizations. The portfolio closed the year at ZAR 2.371 billion, and NAV per share, as mentioned earlier, increased from ZAR 6.58 to ZAR 8.57 on a like-for-like basis, a 30% increase. So that ZAR 6.58 excludes Brait out of it. So ZAR 6.58 grew to ZAR 8.57, a 30% increase. Optasia, Vertice; Primedia, Twinsaver and e4, all contributed very materially to the increase in NAV. And I think that's pleasing. It's also a function when you do look at private equity side from private equity model, when you get into the realization phase of assets, you do see significant value release, which we're very pleased with. Brait delivered, the Brait EV delivered, and as I mentioned, that enabled the full repayment of the Fund VII debt. Current liabilities of ZAR 97 million include the performance participation, which I referred to earlier, and the net shares increased by ZAR 2.1 million, a function of ZAR 5.4 million share buybacks and unencumbrance of 7.5 million shares linked to the performance participation. Moving over to the next slide and just staring at what fueled the growth. You can see there, the overall portfolio and the top 5 assets, of which Optasia clearly is a large, large contributor at both revenue and EBITDA growth, which was absolutely outstanding. The multiple for the portfolio increased by a turn, and the leverage in the portfolio is now sitting at 1.8x, a very comfortable level of leverage and demonstrates that the financial risk in the portfolio is extremely low. The portfolio return increased by 33%. So this is now looking at the investment portfolio on its own, with unlisted portfolio growing by 31%. The NAV growth of Optasia, Vertice, Primedia and e4 was somewhat offset by declines in Echotel, Gammatek and Kevro. Optasia's EBITDA was the standout performer. The listed assets increased by 36%. It's making up a much smaller part of the portfolio now post the unbundling of the Brait ordinary shares, but the exchangeable bonds achieved a 34% growth over the past 12 months and MTN Zakhele Futhi a 56% increase due to the realization of that investment. So net distributions of ZAR 564 million out of the portfolio really enabled the large deleveraging of the Ethos Capital vehicle. What did we do with the proceeds? How did we utilize it? So first of all, NAV of ZAR 2.2 billion, the market cap at year-end sitting at ZAR 1.7 billion, so a 22% discount to NAV. And on the left, you can see the concentration risk that sits in Optasia. We don't shy away from that concentration risk. We've mentioned before to investors that when you have a vehicle that is busy realizing investments and returning capital to investors, you will find that there will be from time to time disproportionate concentration risk. So Optasia makes up the largest part, more than 50% of the portfolio at the moment. On the right-hand side of the slide, the use of proceeds, you can see realized ZAR 689 million. We used ZAR 84 million of that to pay off the Fund VII debt and then reduce the Lesaka debt, did some share buybacks and then funded taxes, expenses and interest costs in the portfolio. On the next couple of slides, I will unpack the NAV per share movements in a bit more detail. I think when engaging with investors, they continue to ask that we reflect on the actual returns delivered by the portfolio, but also then providing with like-for-like comparisons so that we can assess the success or not of the Ethos Capital vehicles. So Ethos Capital NAV per share, as I mentioned earlier, increased from ZAR 658 million to ZAR 857. That is a 30% increase. If you include the Brait ordinary shares. So you can see there on the left-hand side, the ZAR 0.45, that's what the value of the Brait ordinary shares was at 30 June 2024. And as an investor, you filed your rights in the Brait ordinary shares, your increase or your return increase would have been 61% over the same period. Again, I slice and dice the performance in a manner whereby you can look at the overall return, but also the return including Brait over 1-, 3- and 5-year period, the overall portfolio return on NAV per share was 30% this year, 5% over the past 5 years. But the returns, including the Brait ordinary shares and Brait rights was 60% this year and 11% over a 5-year period. The share price responded, and you can see there at the bottom, discount to NAV hovered at around 38%, 40% and is now down to 22%. So good response from the share price, and we've had some interest into the share, which we're pleased with. Top right, portfolio realizations. We are now over the ZAR 1 billion in the portfolio, have returned about ZAR 1.2 billion over the last 5 years, but the last year really saw a large number of proceeds coming through the portfolio and the distribution to shareholders have now started in all seriousness. Let's move over to the portfolio overview. And I'll start with the Optasia asset. It's really been an excellent, excellent performer. And maybe just before I get there, the portfolio is diverse across a number of sectors. When we made investment choices or Board made investment choices, they did specifically look at assets in the fintech, healthcare, the consumer and the media space. Now, all of those assets, for some time, especially during COVID, did take some pain, but we are pleased with the performance of those sectors for us and those assets in those sectors, which has really fueled the growth. The top assets account for 2/3 of the NAV, and Optasia clearly is the big driver. So on this slide, we provide the info for Optasia, our largest assets and the strongest performer, ZAR 1.2 billion of value or 51% of the underlying assets now is exposed to Optasia. We provided information at the half year, a detailed presentation on our website around the business, and that's really to enable investors to get a better feel for this private business and performance of the private business, but also the key drivers of it. It's a business that's got various different products in the micro lending and Airtime Credit Space and also some data monetization products. We've got an economic interest in this asset, around 6.5%, directly and indirectly through different vehicles. And the strong performance can be seen in the table or the chart on the right-hand side. H1 2024 was impacted by very large currency depreciation, especially of the naira against the dollar. And that was absorbed in that period. We reported on that extensively last year as well as in March. And we can see in our H1 2025, 90% increase in the performance in revenue and a 91% increase in the EBITDA. The micro lending business is now the largest contributor, and the momentum is really -- continues to gather in that business. It's got a large addressable market that it can go after, and the take rates are higher than the Airtime Credit Services, so a lot of growth coming through as a result of that micro lending business. We've also got a couple of new contracts in the pipeline, and they continue to win those and bid them into the business, which is benefiting -- which the company benefits from. The valuation increased over the last 12 months, 84%, and that is consistent with the way that we value this business with the backward looking multiple -- based on a backward-looking earnings profile of the company. The following slide is also a slide that we presented to you before. And the reason we put that out there is really to give investors a sense of when we bought into the business, it was largely a microfinance business -- not a microfinance, it's credit solutions company, which made up 99% of the revenue in 2019. The company has diversified its products, but on the right-hand side, it's also diversified materially away from the risk it had to Nigeria at the time and is now exposed to 3 business -- 38 countries across emerging markets and across the world. So a very pleasing product diversification, but also repeating geographic diversification for this asset, highly attractive asset, which has delivered very strongly for us. Moving over to our healthcare asset, Vertice, medical technology company. Again, we have reported many times on this. It was a buy-and-build strategy, executed by the management team, where we were in partnership with the artificial intelligence fund partners in the asset, did more than 9 acquisitions, bettered those acquisitions down and then started driving the benefits -- the synergy benefits out of it. It's taken some time for that to come through. But over the last year, it's been a very strong performer for us, and we're very pleased with what's been built up by the management team there in Vertice. Cash flow is improving. We started getting some dividends out of the company. And we've got some strong forecast for some of our operations in the European market that this company is exposed to as well. Vertice software solutions rolled out in Europe, and it has commenced, and we remain very positive about the prospects for that -- looking at what the underlying fund is looking at a potential exit of that. There is a competitive process on the go. And if successful, hopefully, we can get some proceeds out of Vertice by H1 2026. The Brait exchangeable bonds, as I mentioned earlier, the Board resolved that we will unbundle those exchangeable bonds to shareholders, thereby giving you back ZAR 175 million worth of exposure in NAV. That is ZAR 0.69 per share in NAV, which we'll return to investors in the coming quarter. I think to remind investors what the terms of this bond are, Brait issued an exchangeable bond, which matures 3 December 2027. It is a listed bond. It's got a coupon and a pay-in-kind coupon linked to it as well. So 5.75% cash coupon and 0.25% big coupon. It's structurally senior to Brait's convertible bonds, infrastructure, and it converts to equity, ordinary equity at ZAR 2.21 per Brait share. So the Brait share at the moment is hovering somewhere between ZAR 2 and ZAR 2.10 per share. So these exchangeable bonds can be converted to ordinary equity at ZAR 2.21 per Brait ordinary share. So when considering what to do with the exchangeable bond, the Board thought about a couple of things. The one is you go and sell these exchangeable bonds, take the proceeds and return it to the Ethos Capital shareholders. But when they stared at the potential upside opportunity in those bonds, taking into account various different scenarios, it was decided that there was decent value uplift available potentially in the Brait exchangeable bonds depending on your view on what happens with the Brait investment. So to understand or just unpack this chart a little bit more. On the left-hand side of that table, you can see what is the Brait implied NAV, and the Brait's largest asset is Virgin Active. So what would the Brait's NAV be, different scenarios for Virgin Active. So we've mentioned at Brait level many times over that Virgin Active would make EBITDA of around GBP 120 million in time. And if you put a 7 to a 9 multiple on the EBITDA of Virgin Active, it values Brait at ZAR 2.21 to ZAR 3.06. If you then look forward and say, well, where could Virgin Active theoretically be, ZAR 160, ZAR 195. You can see the increase in the NAV of Brait on the assumption of different sensitivities for Virgin Active. So if you move to the right and you say, well, if those are the scenarios for virgin Active, what would the implied NAV, and what would the implied exchangeable bond return be at those different sensitivities. So the Brait exchangeable bonds, the par value of those bonds is ZAR 750. You get your coupon, your interest coupon and your big coupon or your interest earned of ZAR 109 million. So your total return on that instrument, assuming that the Brait NAV is ZAR 2.31 is a 9% upside. If you think that it could go as high as ZAR 4.59, I'm not saying it can't go there, it's just an example or sensitivity. It means there could be very material upside in that private exchangeable bond to the extent that you're all on to it and to the extent that you believe that there's some upside in the Brait share price. So given the potential upside, the Board decided, it was not the right thing to sell those exchangeable bonds, and we would rather give that back to investors, and they can benefit from the potential upside or sell it themselves. So that unbundling will take place in the coming quarters. Gammatek, I guess, we've had a couple of very good assets and not all assets fired this year. Gammatek was impacted by a challenging consumer environment. Revenue was fairly flat, and EBITDA down 11%. Our valuation reduced by 17%, and the management team is very focused on prioritizing margin improvement in the business. We did get some dividends out of Gammatek, so I'm hopeful and that the coming year will be a stronger year for the Gammatek business. The company has got strong brands, names that you will see there on the slide, Bodyglove, Skullcandy, Speck, all of them are fairly strong brands or very strong brands and they're distributed through distribution partners. So performance softer, yes, but a business that continues to earn its place in the portfolio, and it's been a good cash generator, as I mentioned earlier. TymeBank, a very exciting business. It's a digital bank for emerging markets. and it's been positioned as a strategic fintech of scale. TymeBank continues to scale. Firstly, it made the acquisition of SAVii, the largest fintech salary lender in the Philippines in June 2024 and then raised capital from new bank, which we reported on previously. The SA business achieved profitability in under 5 years. It's one of the fastest globally. And GoTyme in the Philippines is one of the fastest-growing banks in that market, but deposit book grows quickly. It's at 81% at the month up from the prior year and have added many new customers to this book. So TymeBank, really, really a strong performer. We are a very small -- we have a very small economic interest in it through effectively our AI fund, but a very, very interesting asset, an asset that we are quite excited about. Over to Primedia. And again, Primedia is an asset which we've held for some time in the Fund VI portfolio, and Ethos Capital also had some direct exposure in it, the business that was materially impacted by COVID during the COVID period. But I think the appointment of an outstanding CEO was a game changer for this asset. Jonathan Procter leads this business exceptionally well, and it's through his visionary leadership that the business continues to grow from strength to strength. Revenue up 6%, EBITDA up 12% over the past 12 months, and that's in an environment that's been very challenging for media. Broadcasting out of own continues to drive growth, but it's also initiatives like the Primedia Plus and the studio's investments, which they've made, they're gaining traction. The audience of Primedia is now reaching over 4 million people on a daily basis. Primedia is a platform we are proud of. We're proud of banking that business and the recovery of that asset through that COVID low point. I think other than for Primedia, we're also very pleased with a number of these assets on this slide, which are the smaller assets in the portfolio that performed. I think the only one which has been under some pressure is, Echotel and I'll talk to that in a second. Crossfin, very, very excellent realization phase for Crossfin, iKhokha. Transaction was signed a couple of weeks ago, you would have seen some announcements out on it, where they sold iKhokha for ZAR 1.6 billion to ZAR 6.5 billion to Nedbank. We're a small participant in that disposal, but we expect around ZAR 53 million of proceeds by December '25 or early 2026 subject to those regulatory approvals. Crossgate and Sybrin had a mix performance. Crossgate decreased its EBITDA. There's been some delay in volumes to new customers, but we're hopeful that, that will also recover. And I think Sybrin had an outstanding performance post the restructure that took place in that asset. e4 is a leading software as a service provider business. It supports banks and legal firms, and it delivered very strong growth over the last period. It is an asset, which has been invested in only a year or so ago. So it's still early days for that investment, but very pleasing performance from it. On the Echotel side, as we mentioned before, it's got 2 pillars to the business. One was some African operations and the other part of it is the South African business. The African business performing well, a well-established business, and it provides good service at good margins and good cash generation out of it. The African operations been struggling, and the Board of the African operations of Echotel made a decision some time ago to liquidate the African platform. So we are cleaning that up whilst investing behind the serving operations. MTN Zakhele Futhi, again, is reported on before, and there's been announcements on it. And we've received around ZAR 42 million worth of cash already out of that structure and a further ZAR 10 million will come in the coming quarter out of MTN Zakhele Futhi. That brings me to some concluding remarks and time for questions and answers. I think, in summary, we continue to be very focused and deliberate about the strategy to unlock value for investors. We do that too by being patient in terms of value creation, bringing assets to market at the right points in time and selling them well and then giving the capital back to investors. So we are unbundling those great exchangeable bonds. We will continue to support our businesses where needed to maximize the returns and NAV out of it. We will do share buybacks from time to time when we get large sums of proceeds as we've said to investors. We will consider pro rata share repurchases from material realizations and/or dividends to investors. And we will evaluate the exit and the timing options for the sale of the Ethos Capital portfolio. I think it is clear that Optasia makes a large portion of this portfolio, to the extent that, that is not there anymore. There will be a sale of assets, and we do need to explore what the right options are for the sale of the Ethos Capital portfolio. So with that, let me pause and take some questions.

[Operator Instructions] At this stage, I will hand over for written questions submitted via the webcast.

Seem to see any questions. I don't know if you can see any questions. If so, do you mind just reading it to us? I don't know whether there's something may be wrong that it's not refreshing on this side.

[Operator Instructions]

No, there seem to be no questions. We are -- as we always say, we're always available for questions from investors after the fact -- yes, 1 or 2 questions coming through now. It's from Paul, if an Optasia -- if an IPO of Optasia is successful, will you unbundled the shares to EPE shareholders? Or sell your entire stake with an IPO? Thanks for the question, Paul. As mentioned before, we're exploring all options for Optasia. If and Optasia IPO is the chosen route by that Board and shareholders. Ethos Capital will be like other shareholders, be either getting cash out of it, placing a portion into the IPO, but it also will be restricted from selling some of its shares post it. Now, the investment into Optasia is held through an STV, we are part of a consortium, and that consortium will be disposing of its interest in the ordinary course down the line. We will look to see whether it's possible to unbundle, but there might be some complications with unbundling, in which case, we'll have to sell the stake and then return it through either the share buybacks or pro rata share buybacks, as I mentioned earlier. How set is your strategy from [ Craig Butters ]. Thanks for the question, Craig. How set is your strategy, given the performance and the exposure to Optasia, to what extent have you considered keeping a structure or structuring this investment for EPE shareholders in some way? We've just taken Optasia just too small. Thank you, Craig. The stated strategy, which has been approved by the Board, which we're executing on is to drive realizations in an orderly manner, as I mentioned, but not to sell assets at the wrong time. So the performance is strong. And Ethos Capital shareholders will continue to participate until such time as there is a realization event. Again, we will be maximizing value in any realization event, and you'll benefit from it. We can't -- we won't be changing the strategy in the short term, but we'll be engaging with investors on the right options for the vehicle. And as I mentioned, we have to consider what we do with the sale at the back end of it. So for now, strategy remains that we will just maximize outcomes in an orderly manner, but hopefully participate in some of the upside of the Optasia business as well. From [ Omri Thomas ]. Thank you, Omri. Well done with the results. Can you please provide us with a potential time line on Optasia listing or realization? Omri, as mentioned, we are looking at all options for Optasia at the moment, and we will be advising the market at the appropriate time of what those time lines would look like and what the right course of action would be in terms of that. So for now, nothing further on Optasia, but we will notify the shareholders to the extent that there is something more concrete in terms of time lines. [indiscernible], what is the cost of unbundling Ethos? Was there any value created from the takeover? Maybe just to be clear there, there are different issues here that I mentioned in the presentation. First of all, there's no unbundling of Ethos taking place. It is really the unbundling of the Brait exchange for bonds. And that cost is not material. I don't have an exact number for you on what the cost of unbundling of those exchangeable bonds would be, but it would certainly be more beneficial to unbundle that to you and actually pay the costs associated with it than to just keep it in the vehicle and dispose of it in the vehicle and then return the cash in that form. So I don't think that that's overly material. But your other question, and I don't know whether it's right to ask the question on Ethos, and was the value created from the takeover? I think that might be referencing the comment that I made around the rating group and Ethos and the takeover at the time. So we have worked extensively with TRG over the last 2 years to look at other options of funding, potentially accessing capital in other parts of the world that we're not accessing. It's been tricky to access that capital to be honest. It's been very difficult to get there. I think Africa and South Africa has not been front and center of the investor -- of investor appetite, so we've not been able to raise sufficient scale of capital from that distribution channel. And we decided to part ways in a manner whereby we can now focus the business back on the African operations and get it funded out of South Africa and African investors that have got appetite for that. So net-net, I think it was a worthwhile venture between us and TRG. We were pleased that we came to a conclusion to advance separately or move on separately. And that will take its course in the next quarter or the next month or so when we complete consents for it. Then a question from Frédéric Bouchard from Florin Capital Management. The value of Optasia is ZAR 1.2 billion net of TLG SPV leakage. Can you give us more details on the mentioned amount of the leakage? Frédéric, we -- when we look at the value of a business and we take into account what aspects should be deducted from it to get to your NAV, it includes a myriad of adjustments, taking into account potential fees and costs associated with it plus then potential obligations associated with tax and restructuring costs. So all of that's been taken into account into the SPV in terms of leakage. So that's -- the net number of ZAR 1.2 billion takes that into account. But again, we are as focused as you are to maximize outcomes and to minimize the leakage associated with it. Then, momentum, alternative investments, a question from [indiscernible]. How might the capital entry into the airtime lending and its growing presence in the fintech space influence investor sentiment and valuation expectations for Optasia's IPO? And could this prompt Optasia to reconsider the timing of its listing? [indiscernible] I think that's a question that you should be asking of the Optasia business. As I mentioned earlier, we were an investor in it and only one of many Board members in Optasia. The business has got multiple geographic exposure across emerging markets and some developed markets, and that is Optasia, and it operates across Airtime Credit Services and micro lending. So I think, yes, any financial institution could be a competitor to Optasia clearly, and I'm sure they are. But Optasia has been able to develop a scale proposition and a sophistication, which makes them highly, highly competitive and growing fast. So I'm sure Capitec would enter, but I don't think that will impact on our thinking and timing of what we want to do in terms of the ultimate realization. Just all in a second, we're just refreshing one more time to see if there are any further questions. No, I don't think so. It looks like we've come to the end of the questions. So let me just thank you all for attending this morning's session. Thank you for your interest in Ethos Capital. Thank you for your support, and thank you also to the Board and the underlying portfolio company management teams and our team at Ethos for outstanding work over the last couple of years. Thank you for attending, and we're happy to take any questions offline to the extent needed. All the best. Bye-bye.

Thank you, sir. Ladies and gentlemen, that concludes today's event. Thank you for attending, and you may now disconnect your lines.